SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2000
Commission file number: 1-5256
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
(Full title of plan)
628 GREEN VALLEY ROAD, SUITE 500
GREENSBORO, NC 27408
(Address of principal executive offices)
(336) 547-6000
(Registrant's telephone number, including area code)
1
Item 1. Changes in the Plan
None
Item 2. Changes in Investment Policy
None
Item 3. Contributions Under the Plan
None. This is a frozen Plan.
Item 4. Participating Employees
There were approximately 1,235 enrolled participants in the Plan as of December
31, 2000.
Item 5. Administration of the Plan
(a) The Plan provides that a Committee of three persons be appointed to
administer the Plan. The Committee, the Blue Bell Pension and Profit
Sharing Committee, is comprised of the following officers and director
of the Corporation: Donald P. Laws, Vice President - VF Jeanswear
Limited Partnership; Susan L. Williams, Vice President - Human
Resources of VF Corporation; Joseph R. Karns, Vice President - Human
Resources - VF Services, Inc.; and Len T. Ebright, Director Corporate
Finance of VF Corporation. Each of these individuals is an employee of
VF Corporation (the Corporation). The Committee has the power to adopt
rules and regulations for carrying out and administering the Plan and
has the full authority and power to construe, interpret and administer
the Plan. Committee members receive no compensation from the Plan.
(b) All expenses of administration of the Plan, including Trustee fees, are
paid by the Plan.
2
Item 6. Custodian of Investments
(a) The Corporation has entered into a Trust Agreement under which Fidelity
Management Trust Company, 300 Puritan Way, Marlboro, MA 01752, has been
appointed as Trustee under the Plan. Under the terms of the Trustee
Agreement, Fidelity Management Trust Company holds and invests all
assets of the Plan with the exception of the Fixed Income Fund trusteed
by UMB Bank, n.a., subject to the direction of each of the participants
of the Plan regarding their investment fund or funds.
(b) The custodian's compensation is paid by the Plan.
(c) No bond was furnished or is required to be furnished by the Trustee.
Item 7. Reports to Participating Employees
Each participant receives a quarterly statement showing the market values of
investments as of the end of each quarter.
Item 8. Investment of Funds
Each participant by using the Fidelity Voice Response System or their internet
site may direct Fidelity to invest his/her own contributions in one or more of
the following funds:
- - Money Market Fund
- - Fixed Income
- - Balanced Fund
- - Equity Growth & Income Fund
- - Index 500 Fund
- - Dividend Growth Fund
- - Small-Cap Value Fund
- - Small-Cap Growth Fund
- - Foreign Fund
- - VF Corporation Common Stock Fund (investing in common stock of the
Corporation)
- - Mutual Fund Window
Brokerage commissions of $1,469, $9,464, and $14,800 for the years ended
December 31, 2000, 1999, and 1998 were paid by the Trustee to acquire and sell
the Corporation's common stock for the Plan.
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Item 9. Financial Statements and Exhibits
(a) Financial Statements Page No.
Report of Independent Accountants 6
Statements of Net Assets Available for Benefits,
December 31, 2000 and 1999 7
Statements of Changes in Net Assets Available for Benefits -
For the Years Ended December 31, 2000, 1999, and 1998 8
Notes to Financial Statements 9
Supplemental Schedules*:
Schedule H - Line 4i - Schedule of Assets Held for Investment
Purposes 14
* - Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
(b) Exhibits
Exhibit 23.1 - Consent of Independent Accountants 15
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Blue
Bell Pension & Profit Sharing Committee has duly caused this annual report to
be signed by the undersigned thereunto duly authorized.
Blue Bell Savings, Profit Sharing and Retirement Plan
-----------------------------------------------------
By: /s/Frank C. Pickard III
-------------------------
Frank C. Pickard III
Vice President, Treasurer
VF Corporation
Date: April 30, 2001
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Report of Independent Accountants
Blue Bell Pension and Profit Sharing Committee
Blue Bell Savings, Profit Sharing and Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Blue Bell Savings, Profit Sharing and Retirement Plan (the "Plan") at
December 31, 2000 and December 31, 1999, and the changes in net assets available
for benefits for the three years ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for the
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 30, 2001
6
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
ASSETS 2000 1999
- ------ ---- ----
Investments, at fair value
VF Corporation Common Stock - $ 13,485,864 $ 12,215,370
372,126 shares in 2000
407,179 shares in 1999
Other securities 160,106,156 187,520,604
------------ ------------
Total investments 173,592,020 199,735,974
------------ ------------
TOTAL ASSETS 173,592,020 199,735,974
------------ ------------
Net Assets Available for Benefits $173,592,020 $199,735,974
============ ============
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31
2000 1999 1998
------------- ------------- -------------
Investment income
Interest $ 14,219 $ 1,846,177 $ 2,667,976
Dividends on VF Corporation Common Stock 329,845 360,724 421,579
Income from mutual funds and bank common
trust funds 8,462,753 6,763,880 7,477,108
------------- ------------- -------------
8,806,817 8,970,781 10,566,663
------------- ------------- -------------
Withdrawals (24,094,324) (19,906,823) (8,869,337)
Expenses (87,367) 45,032 (189,117)
Net realized and unrealized depreciation in
fair value of investments (10,769,080) 5,138,552 19,019,351
------------- ------------- -------------
Net increase (decrease) (26,143,954) (5,752,458) 20,527,560
Net assets available for benefits
at beginning of year 199,735,974 205,488,432 184,960,872
------------- ------------- -------------
Net assets available for benefits
at end of year $ 173,592,020 $ 199,735,974 $ 205,488,432
============= ============= =============
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - DESCRIPTION OF THE PLAN
General - The Plan is an employee contributory defined contribution plan
covering all salaried employees of former Blue Bell, Inc. and certain
subsidiaries (the "Company") who met age and service requirements and were
employed prior to September 30, 1988. VF Corporation ("VF") assumed
responsibility for sponsorship of the plan following VF's acquisition of Blue
Bell, Inc. The Plan is a frozen plan, under which participants no longer accrue
benefits but that will remain in existence as long as necessary to pay accrued
benefits. It is subject to provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"). Details of the Plan are available in the booklet "Blue
Bell Savings, Profit Sharing and Retirement Plan".
Vesting - The Plan is frozen, and all participants are fully vested. No further
contributions have or will be made by either the Company or participants.
Participant Accounts - Each participant's account is credited with earnings.
Earnings are based upon the balance each of the participants has in each of the
respective funds.
Employee accounts are invested at the direction of the employee in one or more
of the funds administered by the Plan's trustees. All Plan assets are trusteed
by Fidelity Management Trust Company with the exception of the Fixed Income Fund
which is trusteed by UMB Bank, n.a. Members have the opportunity to change
investment elections daily. A member's investment election will continue in
effect until changed by the member pursuant to a subsequent investment election.
The investment programs of the Plan are as follows:
(a) Money Market Fund: Monies are invested in a money market fund.
(b) Fixed Income Fund: Monies are invested in investments that
provide a fixed rate of return.
(c) Balanced Fund: Monies are invested in investments to obtain as
much income as possible, consistent with the preservation and
conservation of capital.
(d) Equity Growth & Income Fund: Monies are invested in
investments that are currently paying dividends and/or offer
prospects for growth of capital and future income, with
emphasis on capital appreciation.
(e) Index 500 Fund: Monies are invested in the 500 stocks that
make up the S&P 500 Stock Price Index.
(f) Dividend Growth Fund: Monies are invested in stocks of
companies that have the potential to increase the amount of
their dividends or begin paying them if none are being paid
now.
(g) Small-Cap Value Fund: Monies are invested in U.S. common
stocks of small companies whose price is undervalued.
(h) Small-Cap Growth Fund: Monies invested in small and medium
size companies with undervalued assets or favorable growth
prospects.
(i) Foreign Fund: Monies are invested in stocks and debt
obligations of companies and governments outside the United
States.
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(j) VF Corporation Common Stock Fund: Monies are invested in
Common Stock of the Corporation purchased at prevailing prices
on the New York Stock Exchange on the date of purchase.
Employees can direct no more than 50% of their contributions
to the VF Corporation Common Stock Fund.
(k) Mutual Fund Window: The option allows participants to select
from over 160 mutual funds offered through Fidelity
Investments Funds Net Program and additional Fidelity Fund
options.
The number of participants in each fund was as follows:
Year Ended December 31
----------------------
2000 1999
---- ----
Money Market Fund 342 370
Fixed Income Fund 545 629
Balanced Fund 211 255
Equity Growth & Income Fund 760 873
Index 500 Fund 641 740
Dividend Growth Fund 17 6
Small-Cap Value Fund 81 118
Small-Cap Growth Fund 131 158
Foreign Fund 138 152
VF Corporation Common Stock Fund 620 700
The total number of participants in the Plan was less than the sum of
participants shown above because many were participating in more than one fund.
Distributions - Distributions to participants or their beneficiaries are payable
at the time of normal retirement, early retirement for those who qualify,
qualifying layoff, death, or disability while employed by the Company. In
addition, participants are entitled annually to withdraw the lesser of up to 25%
of their individual account balance or $10,000, for any reason. Various methods
are available for settlement of a participant's vested account balance including
lump-sum cash settlement, periodic payments, and purchase of an annuity.
Distributions are recorded when paid.
Plan Termination - Although it has no intent to do so, the Board of Directors of
the Company may amend, modify, or terminate the Plan at any time. In the event
the Plan is terminated, each member is entitled to his or her proportionate
share of net assets available for benefits as of the termination date.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
General - Administrative expenses of the Plan are charged to the Plan. Purchases
and sales of securities are recorded on a trade date basis.
Investments are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the plan year. The fair value of the participation units owned by the Plan in
mutual funds and bank common trust funds is based on quoted redemption values on
the last business day of the plan year. Dividends are recorded on the
ex-dividend date.
10
The Plan presents in the statement of changes in net assets the net appreciation
(depreciation) in the fair value of its investments, which consists of realized
gains or losses and unrealized appreciation or depreciation on those
investments. Realized gains or losses are calculated on an average cost basis.
Use of Estimates: In preparing financial statements in accordance with generally
accepted accounting principles, management makes estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes.
Actual results may differ from those estimates.
Payment of Benefits: Benefits are recorded when paid.
Reclassifications: Certain amounts included in the prior year financial
statements have been reclassified to conform to current year presentation.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INCOME TAXES
The Internal Revenue Service has ruled by letter dated March 5, 1987 that the
Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is,
therefore, not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan has been amended since receiving a tax determination
letter. However, the Blue Bell Pension and Profit Sharing Committee is not aware
of any course of action or series of events that have occurred that might
adversely affect the Plan's qualified status. The Plan has been amended since
receiving the determination letter. However, the Plan administrator and the
Plan's tax counsel believe that the Plan is currently designed and is currently
being operated in compliance with the applicable requirements of the IRC.
NOTE D - INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plan's
net assets available for benefits are as follows:
2000 1999
----------- -----------
VF Corporation Common Stock $13,485,864 $12,215,370
(372,126 and 407,179 shares)
Fidelity Growth & Income Fund 39,465,325 52,402,777
(937,419 and 1,111,169 shares)
Fidelity Puritan Fund 9,455,723 10,738,386
(502,163 and 564,287 shares)
Fidelity US Equity Index Pool 25,036,081 35,903,211
(653,513 and 853,619 shares)
ProCapp Fixed Income Fund 40,252,293 49,514,903
(3,696,262 and 4,859,166 shares)
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- INVESTMENTS
Net realized and unrealized appreciation (depreciation) in fair value of
investments included in Plan equity includes the following:
Net Realized & Unrealized
Appreciation (Depreciation) in
Fair Value for the Year Ended December 31 Fair Value at December 31
2000 1999 1998 2000 1999
------------ ------------ ------------ ------------ ------------
Fair value as determined by
Quoted market or stated
Redemption price:
VF Corporation Common Stock $ 2,595,140 $ (7,080,458) $ 168,515 $ 13,485,864 $ 12,215,370
Mutual funds and
bank common trust funds (16,196,650) 12,219,010 18,850,836 119,853,863 138,005,701
------------ ------------ ------------ ------------ ------------
(13,601,510) 5,138,552 19,019,351 133,339,727 150,221,071
------------ ------------ ------------ ------------ ------------
Fair value as determined by
Plan trustee:
Mutual funds and
bank common trust funds 2,832,430 0 0 40,252,293 49,514,903
------------ ------------ ------------ ------------ ------------
$(10,769,080) $ 5,138,552 $ 19,019,351 $173,592,020 $199,735,974
============ ============ ============ ============ ============
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
Schedule H - Line 4i - Schedule of Assets Held for Investment Purposes
At December 31, 2000
IDENTITY OF ISSUE, BORROWER, NUMBER OF CURRENT
LESSOR, OR SIMILAR PARTY SHARES COST VALUE
- ---------------------------- --------- ---- -------
*Fidelity Puritan Fund 502,163 $ 9,058,922 $ 9,455,723
*Fidelity Growth & Income Fund 937,419 26,341,018 39,465,325
*Fidelity Diversified International Fund 153,360 3,248,339 3,364,728
*Fidelity Dividend Growth Fund 32,477 962,802 973,021
*Fidelity Retirement Money Market Portfolio 5,312,378 5,312,378 5,312,378
*Fidelity U.S. Equity Index Commingled Pool 653,513 24,720,120 25,036,081
Baron Asset Fund 82,046 4,241,546 4,462,478
Longleaf Small Cap Fund 81,142 1,746,772 1,835,423
*ProCapp Fixed Income Fund 3,696,262 37,302,595 40,252,293
*VF Corporation Common Stock 372,126 3,847,090 13,485,864
*Mutual Fund Window N/A 35,252,783 29,948,706
------------ ------------
$152,034,365 $173,592,020
============ ============
* represents a party-in-interest
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